NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED
STATES OF AMERICA OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED
STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES OR THE DISTRICT OF COLUMBIA.
MONTREAL, June 27, 2012 /CNW Telbec/ - GENIVAR Inc. (TSX: GNV) ("GENIVAR" or the "Corporation") is pleased to announce that it has
completed today its previously announced bought-deal and private
placement subscription receipt financings for aggregate gross proceeds
of approximately $422 million.
The Corporation issued 9,375,000 subscription receipts (the "Offering
Subscription Receipts") from treasury at a price of $24.00 per Offering
Subscription Receipt, on a bought-deal basis, for aggregate gross
proceeds of $225 million, through a syndicate of underwriters co-led by
CIBC, BMO Capital Markets, National Bank Financial and Barclays Capital
Canada (the "Offering"). In addition, the Corporation issued 8,210,610
subscription receipts (the "Placement Subscription Receipts", and
together with the Offering Subscription Receipts, the "Subscription
Receipts") from treasury at a price of $24.00 per Subscription Receipt
by way of a private placement with Canada Pension Plan Investment Board
("CPPIB") and the Caisse de dépôt et placement du Québec (the
"Caisse"), for aggregate gross proceeds of $197 million (the
"Concurrent Private Placement").
GENIVAR intends to use the proceeds of the Offering and the Concurrent
Private Placement, together with funds obtained from new credit
facilities, to fund a portion of the purchase price and related
transaction costs payable in connection with the previously announced
recommended cash offer to acquire all of the issued and outstanding
shares of WSP Group PLC, a multi-disciplinary professional services
consultancy based in London, U.K. (the "Transaction"). The equity value
of the Transaction amounts to approximately $442 million to be paid in
cash. Closing of the Transaction is expected to occur on or about July
31, 2012, subject to customary closing conditions.
The proceeds from the Offering and the Concurrent Private Placement will
be held in escrow pending the completion of the Transaction. If the
Transaction is completed on or prior to 5:00 p.m. (Montreal Time) on
December 4, 2012, the net proceeds will be released and each holder of
a Subscription Receipt will receive, without additional consideration
and without further action, one common share of GENIVAR (the "Common
Shares") for each Subscription Receipt held upon closing of the
Transaction. If the Transaction does not occur on or prior to 5:00 p.m.
(Montreal Time) on December 4, 2012, the proposed scheme of arrangement
is not approved or the related capital reduction is not approved at the
Court hearing, the Corporation advises the co-lead underwriters or
announces to the public that it does not intend to proceed with the
Transaction or a termination event occurs under the subscription
agreements related to the Concurrent Private Placement, the holders of
Subscription Receipts will receive a cash payment equal to the offering
price of the Subscription Receipts plus their pro rata share of the interest earned on the escrowed funds during the term of
the escrow. Upon closing of the Transaction, holders of Subscription
Receipts will be entitled to receive an amount for each Subscription
Receipt equivalent to the dividends payable by GENIVAR on the Common
Shares relating to the June 29, 2012 record date.
An amount of $4,500,000, being 50% of the underwriters' fee in the
aggregate amount of $9 million, representing 4% of the aggregate gross
proceeds of the Offering, have been paid upon closing of the Offering
and the other 50% will be paid upon closing of the Transaction.
Upon closing of the Transaction, each of CPPIB and the Caisse will
receive a non-refundable capital commitment payment equal to 4% of the
aggregate purchase price for the Placement Subscription Receipts for
which each of them has subscribed.
The Offering Subscription Receipts will be listed for trading on the TSX
under the symbol GNV.R on June 27, 2012.
Legal advice is being provided to GENIVAR by Stikeman Elliott LLP and
with respect to English law, by Linklaters LLP. Legal advice to the
underwriters is being provided by Fasken Martineau DuMoulin LLP.
Availability of Documents
Copies of related documents, such as the final prospectus and the Offer
related to the Transaction, will be available on SEDAR (www.sedar.com) as part of the public filings of GENIVAR and on GENIVAR's website at www.genivar.com.
Certain information regarding GENIVAR contained herein may constitute
forward-looking statements. Forward-looking statements may include
statements with respect to, among other things, the use of proceeds
from the Offering or the Concurrent Private Placement, the Transaction
and aggregate cash consideration payable therewith, the expected
closing date of the Transaction, estimates, plans, expectations,
opinions, forecasts, projections, guidance or other statements that are
not statements of fact. Although GENIVAR believes that the expectations
reflected in such forward-looking statements are reasonable, it can
give no assurance that such expectations will prove to have been
correct. These statements are subject to certain risks and
uncertainties and may be based on assumptions that could cause actual
results to differ materially from those anticipated or implied in the
forward-looking statements. GENIVAR's forward-looking statements are
expressly qualified in their entirety by this cautionary statement. The
forward-looking statements contained in this press release are made as
of the date hereof and GENIVAR does not assume any obligation to update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise unless expressly required by
applicable securities laws.
THIS NEWS RELEASE IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED
STATES AND IS NOT AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY
ANY SECURITIES OF GENIVAR, NOR SHALL IT FORM THE BASIS OF, OR BE RELIED
UPON IN CONNECTION WITH ANY CONTRACT FOR PURCHASE OR SUBSCRIPTION. THE
SUBSCRIPTION RECEIPTS WILL ONLY BE OFFERED IN CERTAIN PROVINCES OF
CANADA BY MEANS OF THE PROSPECTUS REFERRED TO ABOVE. SECURITIES MAY NOT
BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE
U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR AN EXEMPTION FROM
REGISTRATION THEREUNDER. THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE
AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION
UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR
PURSUANT TO AN APPLICABLE EXEMPTION THEREFROM.
GENIVAR is a leading Canadian professional consulting services firm
providing private and public-sector clients with a broad diversity of
services in planning, engineering, surveying, environmental sciences,
and projects and construction management, as well as architecture
through strategic alliances. The Corporation is a fee-for-service
professional consultants firm and it reports in one reportable segment,
which is commonly referred to as consulting services. GENIVAR is one of
the largest professional services firms in Canada by number of
employees, with more than 5,500 managers, professionals, technicians,
technologists, and support staff in over 100 cities in Canada and
SOURCE GENIVAR INC.
For further information:
Chief Financial Officer
Phone: (514) 343-0773 x.5310
Director, Communications and Investor Relations
Phone: (514) 343-0773 x.5648